"A soldier falls for a chorus girl and then experiences trouble when he is posted to the Pacific."
James Ellison
as Andy Mason
Alice Faye
as Edie Allen
Carmen Miranda
as Dorita
Phil Baker
as Phil Baker
Benny Goodman
as Benny Goodman
Eugene Pallette
as Andrew Mason Sr.
Charlotte Greenwood
as Mrs. Peyton Potter
Edward Everett Horton
as Peyton Potter
Tony De Marco
as Tony
Sheila Ryan
as Vivian Potter
Dave Willock
as Sgt. Pat Casey
Bobby Somers
as Child Dancers
Jeanne Crain
as Chorus Girl / Pool Party Guest (uncredited)
Frank Faylen
as Marine Sergeant (uncredited)
Miriam LaVelle
as Specialty Dancer (uncredited)
June Haver
as Chorus Girl / Hat-Check Girl (uncredited)
Adele Jergens
as Chorus Girl (uncredited)
Leon Belasco
as Waiter (uncredited)
Brooks Benedict
as Club New Yorker Patron (uncredited)
Lee Bennett
Ruth Brady
as Dancer (uncredited)
Lorraine Breacher
Gabriel Canzona
as Organ Grinder (uncredited)
Brooke Chapin
as Litttle Girl (uncredited)
Frank Darien
as Stage Doorman (uncredited)
Frankie Daye
Jo-Carroll Dennison
as Minor Role (uncredited)
George Dobbs
as Benson (uncredited)
Johnny Duncan
as Jitterbug Dancer (uncredited)
Herbert Evans
Deidre Gale
Hallene Hill
as Old Lady (uncredited)
Leyland Hodgson
as Butler (uncredited)
Russell Hoyt
as Sailor (uncredited)
Al Murphy
as Stage Manager (uncredited)
Jean O'Donnell
Aloysio de Oliveira
as Specialty Performer (uncredited)
Donna Mae Roberts
Marion Rosamond
Charles Saggau
as Beezy - Jitterbug Dancer (uncredited)
Virginia Sale
as Miss Custer, Secretary (uncredited)
Billie Seward
Mary Stewart
Blanche Taylor
Fred Walburn
as Newsboy (uncredited)
Virginia Wilson
as De Marco's Dancing Partner (uncredited)
Lillian Yarbo
as Maid (uncredited)
Busby Berkeley
Director
Nancy Wintner
Story
George Root Jr.
Tom Bridges
Walter Bullock
Screenplay
Harry Warren
Songs
Leo Robin
Lyricist
Edward Cronjager
Director of Photography
Ray Curtiss
Editor
William Goetz
Executive Producer
William LeBaron
Producer
Hugo Friedhofer
Music
Arthur Lange
Cyril J. Mockridge
Alfred Newman
Gene Rose
James Basevi
Art Direction
Joseph C. Wright
Thomas Little
Set Decoration
Yvonne Wood
Costume Design
Guy Pearce
Makeup Artist
Tom Dudley
Assistant Director
Mack Elliott
Props
Roger Heman Sr.
Sound
George Leverett
Fred Sersen
Special Effects
Visual Effects
Fletcher Henderson
Music Arranger
Choreographer
